SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MIGLINO CHRISTOPHER

(Last)

(First)

(Middle)

C/O 456 SEATON STREET

(Street)

LOS ANGELES

90013

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOCIAL REALITY, Inc. [ SCRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock⁽¹⁾	12/28/2015		J		200,000	D	⁽¹⁾	5,600,000	I	See footnote⁽¹⁾
Class A common stock⁽²⁾	12/28/2015		J		100,000	D	⁽²⁾	5,500,000	I	See footnote⁽²⁾
Class A common stock⁽²⁾	12/28/2015		G		73,794	D	⁽³⁾	5,426,206	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represented shares of Social Reality, Inc.'s Class A common stock issued to Universal Curve LLC under the terms of the Share Acquisition and Exchange Agreement dated December 19, 2014 by and between Social Reality, Inc., Five Delta, Inc. and the stockholders of Five Delta, Inc. (the "Five Delta Agreement"). Under the terms of the Five Delta Agreement, these shares were deposited in escrow and were subject to forfeiture if certain post closing conditions, as set forth in the Five Delta Agreement, are not satisfied. While these shares were held in escrow, Mr. Miglino held voting power over such shares. On December 28, 2015, following the satisfaction of the post closing conditions, the shares were released from the escrow account.

2. Represented shares of Social Reality, Inc.'s Class A common stock issued to Brock Pierce under the terms of the Five Delta Agreement. Under the terms of the Five Delta Agreement, these shares were deposited in escrow and were subject to forfeiture if certain post closing conditions, as set forth in the Five Delta Agreement, were not satisfied. While these shares were held in escrow, Mr. Miglino held voting power over such shares. On December 28, 2015, following the satisfaction of the post closing conditions, the shares were released from the escrow account.

3. Represents shares of Social Reality, Inc.'s Class A common stock contributed as a charitable gift by Mr. Miglino. The market value of Social Reality's Class A common stock on the date of such gift was $107,001.30; however, Mr. Miglino did not receive any cash consideration for the gift of these shares.

	/s/ Christopher Miglino	12/29/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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